FIRST AMENDMENT TO SECURITYHOLDER RIGHTS AGREEMENTSecurityholder Rights Agreement • April 26th, 2012 • Affinion Group Holdings, Inc. • Services-business services, nec
The undersigned, AFFINION GROUP HOLDINGS, INC. (the “Company”), a Delaware corporation, desires to enter into this First Amendment to Securityholder Rights Agreement, dated this 30th day of March, 2012, and effective as of January 17, 2011, to amend that certain Securityholder Rights Agreement, dated as of January 14, 2011, among the Company, Affinion Group Holdings, LLC, General Atlantic Partners 79, L.P., Gap-W LLC, GAPSTAR, LLC, GAPCO GMBH & Co. KG, GAP Coinvestments III, LLC, GAP Coinvestments IV, LLC and the holders party thereto (the “Securityholder Rights Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to such terms in the Securityholder Rights Agreement.
SECURITYHOLDER RIGHTS AGREEMENT dated as of October 17, 2005 (this “Agreement”), among AFFINION GROUP HOLDINGS, INC., a Delaware corporation (the “Company”), AFFINION GROUP HOLDINGS, LLC (“Parent”) and CENDANT CORPORATION (the “Holder”).Securityholder Rights Agreement • September 24th, 2007 • Affinion Group Holdings, Inc. • Services-business services, nec • Delaware
WHEREAS, in connection with the consummation of the Purchase Agreement dated as of July 26, 2005 by and among the Company, Affinion Group, Inc. and the Holder, as it may be amended, supplemented, restated or otherwise modified from time to time (the “Purchase Agreement”), the Holder is receiving a Warrant and shares of Series A Preferred Stock (each as defined below).
